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(a) If the Lease is rejected in connection with a bankruptcy proceeding by the Tenant or a <br />trustee in bankruptc' foi itr" Ten"ant, ,u"t, ,."i."iion shall be deemed an assignment by Tenant to the <br />Lender ofthe leasehold estate under the Lease and all ofrenant's interest under the Lease, in the nature <br />of an assignment in lieu olfore"rorure, -a tr"i"^e shall not terminate and the Lender shall have all the <br />rights of the Lender under this Agreement and the Lease as if such bankruptcy proceeding had not <br />occurred unless the Lender shall reject tu"rr a"".J assignment by notice in writing to Landlord within <br />thirty (30) days followin!rejegtion ofthe Lease by Tenait or-Tenant's trustee in bankruptcy' If any court <br />of competent jurisdiction shall determin" tttaiineLease shall have been terminated notwithstanding the <br />terms of the p."r.aing ,"rri.nce as a result of rejection by Tena-nt or the trustee in connection with any <br />such proceeding, the rights of Lender to a n"*-l'*, from Landlord pursuant to Section 5 hereof shall not <br />be affected therebY. <br />(b) If the Lease is rejected by Landlord or by Landlord's trustee in bankruptcy: (i) Tenant <br />shall not have the right to treat the Lease as t"t lnuttA except with the prior written-consent of Lender; <br />and the right to treat theLease as terminated in such event sirall be deemed assigned to Lender' whether <br />or not specifically set forth in any such t-"ur"t otJ Uortgage, so that the concurrence in writing of Tenant <br />and Lender shall be required as a condition to treating ti" L"ut" as terminated in connection with such <br />proceeding; and (ii) ifthe Lease is not treatei us t"tniinated' then the Lease shall continue in effect upon <br />all of the terms and """ait[", set forth ft"t"in, in"fuOing rent, additional rent and all options to renew' but <br />excluding r"qui."rnrni, that are not then uppii"uUt" pertlnent to the remainder of the term hereof' <br />Thereafter, Tenant o, ii. ,u.""rsors shall u" "ntiir"ito <br />any offsets against rent and additional rent payable <br />hereunder for any Aurnu"g"rlririnffro,n *"tt ,."3""tion una.ly such offset properly made shall not be <br />deemed a default underihe Leasel The lien orunv leasehold.mortgage then in effect shall extend to the <br />continuing por..rroryrigfrtr "ii""unt following such rejection.with the same priority with respect to <br />each such leasehold *origug. as it would have Jnjoyed had such rejection not taken place' <br />7. casualtv Insurance. All casualty insurance shall.name Lender as an insured to the extent <br />of its interest and all ffi""d. tl**of shall U" piiAq Lender.and apptied to the reduction of the <br />indebtedness then due it by Tenant; providedlfiJifUt. premises, by'reason of partial destruction can be <br />restored to their originat cfndition wittrout to* or r".rrity ror the indebtedness then owing, such proceeds <br />may be applied to the costs of restoration purruunt to plans and specifications first approved in writing by <br />Lender and then by it disbursed to the reconstruction contractor as restoration work progresses on a <br />schedule satisfactory to Lender' <br />8. condemnation. In the event of condemnation of any part or all of the premises leased' <br />the entire amount ofjust compensation awardld rhall be applied to ihe secured indebtedness to the extent <br />that the security of Lenier stratt Ue deemed by it;; b" iqqit:d by said taking for public use; provided' <br />however, that damages a*arded for land .onA"tn.a shali belong to Landlord and not be applied to the <br />secured indebtedness. <br />g. conflicts with Ground Lease. All provisions in the Ground Lease which are in direct <br />conflict with the terms of this agreement .rtiri u. nutt *o void with respect to the rights of the Lender as <br />set forth herein o. t-"noo,, ,u"r".rorc in interest or purchasers at_rearization proceedings. Any additional <br />amendments to the Ground Lease between Lanatoro'and Tenant shall have no force and effect unless <br />approved in writing tV i""A"t except fo, p"tioJi. rental readjustments required by the Terms of the <br />Ground Lease' <br />l0.NoticetoLender.AllnoticestobesenttoLendershall <br />any substitut" uaa*tt6-ittt"a to the Landlord by Lender in writing' <br />SUBORDINATION OF REVERSIONARY INTEREST (ELLENSBURG) <br />12 I 8',1 - 5 4 87 |LEG AL | 2 40 47 I 2 1 .2 <br />be sent to the address below, or <br />PAGE 5